Exhibit 10.1


 


AMENDMENT NUMBER ELEVEN

TO

TEXAS REGIONAL BANCSHARES, INC.

AMENDED AND RESTATED EMPLOYEE STOCK OWNERSHIP PLAN

(WITH 401(K) PROVISIONS)


 


Texas
Regional Bancshares, Inc., a corporation organized and operating under the laws
of the State of Texas, and registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended (the “Company”), together with the
Trustees of the Texas Regional Bancshares, Inc. Amended and Restated Employee
Stock Ownership Plan (with 401(k) Provisions) adopt the following amendments to
the Plan effective as of January 1, 2002.


 


WHEREAS,
the Company has established and maintains the Texas Regional
Bancshares, Inc. Amended and Restated Employee Stock Ownership Plan (with
401(k) Provisions) (the “Plan”), which was most recently restated effective
December 31, 2001; and


 


WHEREAS,
the Company desires to amend the Plan in compliance with final Labor
Regulations under ERISA concerning reasonable claims procedures for employee
benefit plans effective January 1, 2002; and


 


WHEREAS,
the Directors hereby designate the Board of Directors of the Company as the
Plan’s “Disability Appeal Fiduciary” described in revised Plan
Section 3.9.


 


NOW THEREFORE, IT IS HEREBY AGREED THAT the Plan is hereby amended
effective as of January 1, 2002, as follows:


 


1.                                      Plan Section 3.8, CLAIMS PROCEDURE, is amended and
restated in its entirety to read as follows:


 


3.8                               CLAIMS PROCEDURE


 


(a)          Method of Making Claim.  Claims for
benefits under the Plan may be filed with the Administrator on forms supplied
by the Employer.  An authorized
representative of a claimant may act on behalf of a claimant, provided that the
representative is appointed in a writing that is signed by the claimant and
supplied to the Administrator.  The term
“claimant,” when used in this procedure and in the claims review procedure
below, shall include a duly appointed representative.


 


(b)         Time and Manner of Giving Notice of Adverse Benefit
Determination.  If a claim is wholly or partially denied,
the Administrator shall notify the claimant of the adverse benefit
determination no later than 90 (45 days in the case of a disability benefit
determination) days after the claim was received by the Plan.  This period begins when a claim is received
by the Plan, whether or not the claim contains all information necessary to
make a benefit determination.  (In the
case of a disability benefit determination, however, if a period is extended as
described immediately below due to a claimant’s failure to submit information
necessary to decide a claim, the period for making the benefit determination
shall be tolled from the date on which the notification of the extension is
sent to the claimant until the date on which the claimant responds to the
request for additional information.)


 


If the
Administrator determines that special circumstances require more time to
process a claim, this period may be extended up to a maximum of 90 additional
days.  If such an extension is required,
the Administrator shall give written notice no later than 90 days after the
claim was received by the Plan.  The
written notice shall describe the special circumstances requiring the extension
and the expected date by which the benefit determination will be made.


 


In the
case of a disability benefit determination, however, the foregoing paragraph
shall not apply, and the following rules shall apply:  This period may be extended by an additional 30 days if the
Administrator both determines that such an extension is necessary due to
matters beyond the Plan’s control and notifies the claimant before the end of
the 45-day period of the circumstances requiring the extension and the date by
which the Plan expects to render a decision. 
This period may be extended by an additional 30 days if, during


 


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the
first 30-day extension period, the Administrator both determines that a
decision cannot be rendered within that extension period due to matters beyond
the Plan’s control and notifies the claimant before the end of the first 30-day
period of the circumstances requiring the extension and the date by which the
Plan expects to render a decision.  In
the case of any initial or additional 30-day extension, the notice of extension
shall specifically explain the standards on which entitlement to a benefit is
based, the unresolved issues that prevent a decision on the claim, and the
additional information needed to resolve the issues.  In addition, the claimant shall be given at least 45 days to
provide the specified information.


 


In its
consideration of the claim, the Administrator shall consult the documents and
instruments constituting the Plan and all other documents that may have a
bearing on its interpretation, including past interpretations or claims of the
same general type.  The Administrator
shall also, where appropriate, consult Internal Revenue Service, Department of
Labor, or other governmental or private publications or authorities which may
assist the Administrator to interpret Plan language or administrative
procedures.


 


Notice
of adverse benefit determination described in this section shall be given
in writing.


 


(c)          Content of Notice of Adverse Benefit Determination. 
Notice of an adverse benefit determination described in this
section must set forth in a manner calculated to be understood by the
claimant:


 


(i)                                     the specific reason(s) for the adverse
determination;


 


(ii)                                  specific Plan provisions upon which the
determination is based;


 


(iii)                               a description and explanation of any
additional material or information needed for the claimant to perfect the
claim;


 


(iv)                              a description of the Plan’s review
procedures and applicable time limits;


 


(v)                                 a statement of the claimant’s right to
bring a civil action under Section 502(a) of ERISA following an adverse
benefit determination on review; and


 


(vi)                              solely in the case of a disability
benefit determination, if any internal rule, guideline, protocol, or other
similar criterion was relied upon in making the adverse determination, either:


 


(A)                              a copy of such internal rule, guideline,
protocol, or other similar criterion; or


 


(B)                                a statement that such internal rule,
guideline, protocol, or other similar criterion was relied upon and that a copy
is available to the claimant at no charge upon request.


 


2.                                      Plan Section 3.9, CLAIMS REVIEW PROCEDURE, is amended
and restated in its entirety to read as follows:


 


3.9                               CLAIMS REVIEW PROCEDURE


 


(a)          Request for Review.  If the
Administrator makes an adverse benefit decision as described above, a claimant
may request that the Administrator review the claim and the adverse benefit
determination.  The claimant must make
this request no later than 60 (180 for disability benefit determinations) days
after receiving the written notice provided for above.  This period begins when a request for review
is filed in accordance with the Plan’s reasonable procedures, whether or not
the request for review contains all information necessary to make a benefit
determination.


 


A
claimant may submit written comments, documents, records, or other information
relating to the claim for consideration in the review.  The review shall take into account all such
information submitted by the claimant, regardless of whether it was submitted
or considered in the initial benefit determination.  For disability benefit determinations, on review, no deference
shall be given to the initial adverse benefit determination.  The review shall be conducted by the Plan’s
Disability Appeal Fiduciary.  If, in
connection


 


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with
the adverse disability benefit determination, the Plan obtained on its behalf
the advice of any medical or vocational experts, such expert(s) shall be
identified, whether or not their advice was relied upon in making the adverse
benefit determination.  If the adverse
disability benefit decision was based in whole or part on a medical judgment,
in conducting the review the Disability Appeal Fiduciary shall consult with a
health care professional with appropriate training and experience in the field
of medicine involved in the medical judgment. 
This health care professional shall not be a person or a subordinate of
a person who was consulted in connection with the adverse benefit
determination.


 


Upon
request, the claimant shall have reasonable access to and free copies of all
documents, records, and other information that is relevant to the claim.  A document, record or other information
shall be considered to be relevant to a claim if it:


 


(i)                                     was relied upon, submitted, considered or
generated in the course of making the benefit determination; or


 


(ii)                                  demonstrates compliance with the
administrative processes and safeguards required in the making of the benefit
determination; or


 


(iii)                               in the case of a disability benefit
determination, constitutes a statement of policy or guidance with respect to
the Plan concerning the benefit denied for the claimant’s diagnosis, whether or
not such advice or statement was relied upon in making the benefit
determination.


 


The
Administrator shall notify the claimant of the determination on review not
later than 60 (45 for disability benefit determinations) days after the receipt
of the claimant’s request for review. 
If the Administrator determines that special circumstances require more
time to process the review of a claim, this period may be extended up to a
maximum of 60 (45 for disability benefit determinations) additional days.  If such an extension is required, the
Administrator shall give written notice no later than 60 (45 for disability
benefit determinations) days after the receipt of the request for review.  The written notice shall describe the
special circumstances requiring the extension and the expected date by which
the review determination will be made.  If
the Administrator extends the review period due to a claimant’s failure to submit
information necessary to decide a claim, the deadline by which the
Administrator must make its determination on review shall be suspended from the
date on which it notifies the claimant of the extension until the date the
claimant responds to the request for additional information.


 


(b)         Notice of Decision on Review. 
The Administrator shall notify a claimant in writing of the benefit
determination on review.  If the benefit
determination is adverse, the notification shall set forth in a manner calculated
to be understood by the claimant:


 


(i)                                     the specific reason(s) for the adverse
determination;


 


(ii)                                  specific Plan provisions upon which the
determination is based;


 


(iii)                               a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to and copies of
all documents, records, and other information relevant (as defined above) to
the claim for benefits;


 


(iv)                              a statement describing any voluntary
appeal procedures offered by the Plan;


 


(v)                                 a statement of the claimant’s right to
bring a civil action under Section 502(a) of ERISA; and


 


(vi)                              for disability benefit determinations, if
any internal rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination, either:


 


(A)                              a copy of such internal rule, guideline,
protocol, or other similar criterion; or


 


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(B)                                a statement that such internal rule,
guideline, protocol, or other similar criterion was relied upon and that a copy
is available to the claimant at no charge upon request; and


 


(vii)                           the following statement: “You and your
plan may have other voluntary alternative dispute resolution options, such as
mediation.  One way to find out what may
be available is to contact your local U.S. Department of Labor Office and your
State insurance regulatory agency.”


 


This
claims procedure is designed so as not to contain any provision that unduly
inhibits or hampers the initiation or processing of claims for benefits, nor
shall it be administered in such a manner. 
Specifically, no fee shall be charged as a prerequisite to making a
claim or appealing an adverse benefit decision.  Furthermore, in the case of disability benefit determinations,
there is no requirement that a claimant must file more than two appeals of an
adverse benefit determination prior to bringing a civil action under
Section 502(a) of ERISA, nor is there any requirement that adverse benefit
determinations must be submitted to binding arbitration.


 


IN
WITNESS WHEREOF, this Amendment Number Eleven to the Texas Regional Bancshares,
Inc. Amended and Restated Employee Stock Ownership Plan (with 401(k)
Provisions) has been executed this 11th day of May, 2004 to be
effective as of the dates provided above.


 


	
   

  	
  Texas Regional
  Bancshares, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.E. Roney

  
	
   

  	
   

  	
  Glen E. Roney,

  
	
   

  	
   

  	
  Chairman of the Board and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  AGREED TO AND ACCEPTED BY:

  
	
   

  
	
   

  
	
  /s/ G. E. Roney

  	
   

  
	
  Glen E. Roney, Trustee

  
	
   

  
	
   

  
	
  /s/ Morris Atlas

  	
   

  
	
  Morris Atlas, Trustee

  
	
   

  
	
   

  
	
  /s/ Frank N. Boggus

  	
   

  
	
  Frank N. Boggus, Trustee

  
				



 


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